CERTIFICATE & NOTICE OF ASSUMED BUSINESS NAME

(Minnesota Fictitious Business Name / “DBA”)

[// GUIDANCE: This template satisfies Minn. Stat. ch. 333 (“Assumed Name”) requirements, including (i) filing with the Minnesota Secretary of State, (ii) mandatory two-issue newspaper publication, and (iii) annual renewal. Delete in-line guidance before finalizing.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation (Reserved)
8. Dispute Resolution
9. General Provisions
10. Execution Block
11. Exhibit A: Form of Publication Notice
12. Exhibit B: Affidavit of Publication

1. DOCUMENT HEADER

1.1 Title. Certificate & Notice of Assumed Business Name (the “Notice”).

1.2 Effective Date. [EFFECTIVE DATE]

1.3 Jurisdiction. State of Minnesota; governed by Minn. Stat. § 333.01 et seq. (2024).

1.4 Parties.
a. “[Registrant]”: [LEGAL NAME OF PERSON OR ENTITY]
b. Additional Registrant(s) (if any): [ADDITIONAL REGISTRANT NAME(S)]

1.5 Recitals.
A. Registrant desires to transact business in Minnesota under an assumed name.
B. Minnesota law requires filing and publication of this Notice.
C. Registrant executes this Notice to comply with all applicable statutory requirements and to provide public notice thereof.

2. DEFINITIONS

“Assumed Name” – the fictitious business name set forth in § 3.1.
“Filing Date” – the date the Secretary of State accepts the Certificate for recordation.
“Newspaper” – a qualified legal newspaper in the county of the Principal Place of Business.
“Principal Place of Business” – the street address listed in § 3.2.
“Publication Window” – sixty (60) days after the Filing Date.
“Renewal Deadline” – December 31 of each calendar year following the Filing Date.
“Secretary” – the Minnesota Secretary of State.

[// GUIDANCE: Add or delete defined terms as needed; keep alphabetical order.]

3. OPERATIVE PROVISIONS

3.1 Assumed Name. [ASSUMED NAME]

3.2 Principal Place of Business. [STREET, CITY, STATE, ZIP]

3.3 Registrant Information.
a. Name: [REGISTRANT LEGAL NAME]
b. Street Address: [REGISTRANT ADDRESS]
c. Entity Type (if applicable): [CORPORATION / LLC / LLP / ETC.]
d. State of Organization: [STATE]

3.4 Registered Agent (optional). [AGENT NAME & STREET ADDRESS]

3.5 Service of Process Address (if different). [ADDRESS]

3.6 Filing Obligation.
i. Registrant shall file this Notice with the Secretary and pay all statutory fees.
ii. The Filing Date shall be inserted on Exhibit A upon acceptance by the Secretary.

3.7 Publication Obligation.
i. Within the Publication Window, Registrant shall publish Exhibit A in the Newspaper for two (2) consecutive issues.
ii. Proof. Registrant shall obtain the newspaper’s Affidavit of Publication, attached hereto as Exhibit B, and file the same with the Secretary within ninety (90) days after the final publication date.

3.8 Renewal.
i. Annual electronic renewal must be filed with the Secretary on or before each Renewal Deadline.
ii. Failure to timely renew for two (2) consecutive years will result in administrative cancellation of the Assumed Name.

3.9 Term. The Assumed Name remains active until voluntarily withdrawn or administratively cancelled pursuant to Minn. Stat. ch. 333.

4. REPRESENTATIONS & WARRANTIES

4.1 Authority. Registrant has full legal capacity and corporate authority (if applicable) to adopt and use the Assumed Name.

4.2 Accuracy. All information in this Notice is true, correct, and complete as of the Effective Date.

4.3 No Conflict. Use of the Assumed Name does not infringe upon any trademark, service mark, or business name rights of third parties to the best of Registrant’s knowledge.

4.4 Survival. The representations and warranties in this § 4 survive filing and publication of the Notice.

5. COVENANTS & RESTRICTIONS

5.1 Compliance. Registrant shall at all times comply with Minn. Stat. ch. 333 and all other applicable federal, state, and local laws relating to the Assumed Name.

5.2 Amendments. Registrant shall promptly file an amendment with the Secretary and republish notice in accordance with § 3.7 if any information herein becomes inaccurate or incomplete.

5.3 Records. Registrant shall maintain copies of all filings, proofs of publication, and renewals for not less than six (6) years after withdrawal or cancellation of the Assumed Name.

6. DEFAULT & REMEDIES

6.1 Events of Default.
a. Failure to publish within the Publication Window.
b. Failure to renew by the Renewal Deadline.
c. Material misstatement in this Notice.

6.2 Consequences.
i. Administrative cancellation of the Assumed Name by the Secretary.
ii. Exposure to penalties and inability to maintain or defend a legal action under the Assumed Name until compliance is cured (see Minn. Stat. § 333.06).

6.3 Cure. Registrant may cure any default by completing the omitted act and paying all applicable statutory fees and penalties.

6.4 Attorney Fees. In any action arising from a default, the prevailing party shall be entitled to reasonable attorney fees and costs.

7. RISK ALLOCATION

[Reserved – indemnification and liability limitations not applicable to this statutory filing.]

8. DISPUTE RESOLUTION

8.1 Governing Law. This Notice is governed by the laws of the State of Minnesota without regard to conflict-of-law rules.

8.2 Forum Selection. Any action arising out of or relating to this Notice shall be brought exclusively in the state district court located in the county of the Principal Place of Business.

8.3 Arbitration / Jury Waiver / Injunctive Relief. Not applicable.

9. GENERAL PROVISIONS

9.1 Amendment & Waiver. Any amendment must be in writing, signed by all Registrants, and filed with the Secretary in accordance with Minn. Stat. ch. 333. No waiver of any provision shall be effective unless in writing.

9.2 Assignment. The rights and obligations relating to the Assumed Name are non-assignable except by operation of law concurrent with a transfer of substantially all assets of the business.

9.3 Severability. If any provision of this Notice is held invalid, the remaining provisions shall remain in full force and effect.

9.4 Integration. This Notice constitutes the entire understanding of the Registrant(s) regarding the Assumed Name and supersedes all prior or contemporaneous statements.

9.5 Counterparts; Electronic Signatures. This Notice may be executed in counterparts. Signatures transmitted by electronic means shall be deemed original.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned Registrant(s) execute this Certificate & Notice of Assumed Business Name as of the Effective Date first written above.

[// GUIDANCE: Notarization is not required for Minnesota Assumed Name filings, but may be used for additional authentication if desired.]

11. EXHIBIT A

FORM OF PUBLICATION NOTICE

(To be published twice in a qualified legal newspaper)

NOTICE OF ASSUMED NAME
Minnesota Statutes Chapter 333

1. Assumed Name: [ASSUMED NAME]
2. Principal Place of Business: [STREET, CITY, STATE, ZIP]
3. Name(s) of Registrant(s):
   a. [REGISTRANT LEGAL NAME], [STREET, CITY, STATE, ZIP]
   b. [ADDITIONAL REGISTRANT NAME], [STREET, CITY, STATE, ZIP]
4. Filing Date: [FILING DATE AS ACCEPTED BY SECRETARY OF STATE]
5. This certificate was filed with the Minnesota Secretary of State on the date listed above.

/s/ [AUTHORIZED SIGNER]
[PRINTED NAME], [TITLE]
Date: [DATE SIGNED]

12. EXHIBIT B

AFFIDAVIT OF PUBLICATION

(Provided by Newspaper – attach original here)

I, [NAME], being duly sworn, state that I am authorized to make this affidavit and on oath state that the attached Notice of Assumed Name was printed and inserted once each week for two consecutive weeks in the [NAME OF NEWSPAPER] and that the first insertion was on the _ day of _, 20__, and the second insertion was on the _ day of _, 20__.

/s/ [NEWSPAPER AUTHORIZED SIGNER]
[PRINTED NAME & TITLE]

Subscribed and sworn before me on this _ day of _, 20__.

/s/ [NOTARY PUBLIC]
Notary Public, State of _
My commission expires: _

[// GUIDANCE: After receiving Exhibit B from the newspaper, file it with the Secretary of State within 90 days of final publication to complete statutory compliance.]